FIFTH AMENDMENT TO
CONVERTIBLE SECURED PROMISSORY NOTE
THIS FIFTH AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (the "Fifth
Amendment") is made and entered into as of November 14, 2005, by and among NORTHWEST
BIOTHERAPEUTICS, INC., a Delaware corporation (the "Maker") and_______ (the "Holder"). This Fifth
Amendment amends the Note (as defined below).
A. Section 10 of that certain Convertible Secured Promissory Note, dated as of November 12, 2003 and
amended on April 26, 2004, April 12, 2005, June 16, 2005 and July 26, 2005, by and between the Maker and
the Holder (as so amended the "Note"), states that any provision of such note may be amended or waived in
writing by the Holder and the Maker; and
B. The Maker and the Holder wish to amend the Note as provided below.
NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 1 of the Note is hereby amended and restated in its entirety as follows:
"1. Maturity Date. The aggregate principal amount of this Note and accrued interest thereon shall be due and
payable on January 31, 2006 (such date, the "Maturity Date")."
2. All other terms and conditions of the Note shall be unaffected hereby and remain in full force and effect
3. This Fifth Amendment shall be shall be governed by and construed under the laws of the State of Washington
as applied to agreements among Washington residents entered into and to be performed entirely within the State
4. This Fifth Amendment may be executed in one or more counterparts, each of which will be deemed an original
but all of which together shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this FIFTH AMENDMENT TO
CONVERTIBLE SECURED PROMISSORY NOTE as of the date first above written.